These terms and conditions describe the basis on which Shadanatex Bangladesh, a make-to-order garment manufacturer and exporter based in Dhaka, Bangladesh, accepts and fulfils orders. We produce t-shirts, polo shirts, sports jerseys, sportswear tees, blank t-shirts and uniform polos only against confirmed orders. We hold no stock and keep no ready-made goods for sale, so every order starts from the buyer's own specification. By confirming an order with us, the buyer accepts these terms together with the specification and proforma invoice agreed for that order.
The Basis of Each Order
Each order is a separate agreement built on three things read together: the buyer's written specification, the approved pre-production sample and the proforma invoice issued for that order. The proforma invoice records the agreed style, fabric, colours, sizes, quantities, price and shipment terms for that order only. If any point in these general terms conflicts with the confirmed proforma invoice or the written specification for a particular order, the order documents govern that order. Nothing in these terms creates an obligation for either side beyond the orders actually confirmed in writing.
Quotations and Order Confirmation
A quotation is our written offer for the styles, quantities and specification described in it. Quotations are prepared from the information the buyer gives us, so sizes, fabric composition, print or embroidery details and packing requirements should be stated in full before a quotation is requested. A quotation stays open for the period stated in it, and the prices in it apply only to the specification and quantity quoted. An order is confirmed when the buyer accepts the quotation in writing and we issue the proforma invoice for it. Work starts on a confirmed order only, and the confirmed specification is the instruction our production team works to.
Specifications, Samples and Approvals
Before bulk production begins, we prepare a pre-production sample from the buyer's specification, artwork and measurement chart. The buyer reviews the sample and either approves it or sends written comments for correction, and a revised sample is prepared when the comments call for one. Bulk production follows the approved sample and the written specification together: fabric, colour, construction, stitching, print or embroidery placement, labelling and packing all match the approved sample. Details that are not stated in the specification or shown on the approved sample cannot be assumed, so buyers should check that the specification covers every point that matters to them before approval is given.
Changes After an Order Is Confirmed
A confirmed order can be changed, but changes must be agreed in writing before they take effect. A change to fabric, colour, quantity, sizes, artwork or packing after confirmation can affect the price and the production schedule, and any such effect is confirmed in the same written agreement that records the change. Changes asked for after production of the affected part has started may not be possible, or may apply only to the part not yet produced. Verbal requests do not alter a confirmed order.
Production Schedules and Shipment
Production begins after order confirmation and, where a sample is required, after sample approval. The schedule for each order is agreed for that order and stated with the proforma invoice or the order confirmation. Schedules are honest estimates based on the confirmed specification, the order quantity and the state of our production lines when the order is placed. If an event outside our control affects a schedule, we inform the buyer as soon as we know of it and agree the revised timing with the buyer. Shipment terms, the port or place of delivery and the party responsible for freight and insurance are the terms recorded in the proforma invoice for that order.
Quality Checking and Buyer Inspection
Each order passes through our in-line and final quality checks against the approved sample and specification before packing. Buyers are welcome to inspect the goods themselves or to appoint an inspection agent of their choice to inspect before shipment, and we give reasonable access and assistance for that inspection at our factory. If an inspection finds goods that do not match the approved sample or the specification, we correct or replace the affected goods before shipment, in line with the order agreement. Quality questions are handled under the liability section below and should be supported by the inspection findings for the affected order.
Buyer Designs, Artwork and Labels
All designs, artwork, logos, brand names, labels and other material a buyer sends us remain the property of the buyer, or of the buyer's own licensor where the buyer uses licensed material. We use that material only to produce the buyer's orders. We do not sell, share, copy for another buyer or produce for our own account any garment carrying a buyer's design, artwork or label. Sample garments made with a buyer's artwork are handled the same way and are never offered to any other party.
Confidentiality Between Buyer and Factory
Information a buyer shares with us for an order, including specifications, prices, artwork, size charts and sales plans, is treated as confidential. We share it inside our factory only with the people who need it to produce the order, and the buyer likewise keeps the prices and commercial terms we quote confidential. Confidentiality does not cover information that is already public or that either side must disclose by law.
Liability for Manufacturing Defects
We stand behind the manufacturing of each order. If goods in an order are shown to have a manufacturing defect, meaning they depart from the approved sample or the written specification because of our workmanship or materials, our liability for that order is limited to the value of the affected order, settled by correction, replacement or credit as agreed with the buyer. We are not liable for loss that follows from a buyer's own specification, artwork or instructions, nor for indirect loss such as lost profit on resale. Nothing in this section limits liability that cannot be limited under the law that applies to the order.
Resolving Differences in Good Faith
If a difference arises over an order, both sides first try to settle it by discussion in good faith, using the order documents as the reference. Most questions are settled this way, by comparing the goods with the approved sample and the written specification. If discussion does not settle the matter, the sides may agree in writing on another way to resolve it before either side takes a formal step. These terms are written in that spirit: as a plain record of how we trade, order by order.
Questions about these terms can be sent to [email protected], or raised by phone on (02) 222-285-548 or at our office on (+880-2) 222-262-889.